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ADMINISTRATIVE SERVICES AGREEMENT
among
CANTOR XXXXXXXXXX, X.X.,
eSPEED, INC.,
eSPEED SECURITIES, INC.,
eSPEED GOVERNMENT SECURITIES, INC.,
eSPEED MARKETS, INC.
and
eSPEED SECURITIES INTERNATIONAL LIMITED
Dated as of _______ __, 1999
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ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of
___________, 1999, among CANTOR XXXXXXXXXX, X.X., a Delaware limited partnership
("Cantor"), eSPEED, INC., a Delaware corporation ("eSpeed"), eSPEED SECURITIES,
INC., a Delaware corporation and a wholly-owned subsidiary of eSpeed ("eSpeed
Securities"), eSPEED GOVERNMENT SECURITIES, INC., a Delaware corporation and a
wholly-owned subsidiary of eSpeed ("eSpeed GS"), eSPEED MARKETS, INC., a
Delaware corporation and a wholly-owned subsidiary of eSpeed ("eSpeed Markets")
and eSPEED SECURITIES INTERNATIONAL LIMITED, a limited company registered in
England and Wales and a wholly-owned subsidiary of eSpeed ("eSpeed
International"). References hereinafter to "eSpeed" shall mean eSpeed and/or one
or more of eSpeed Securities, eSpeed GS, eSpeed Markets, eSpeed International
and any other subsidiary of eSpeed that becomes a party to this Agreement in
accordance with Section 17(i).
W I T N E S S E T H:
WHEREAS, eSpeed is a recently formed company, the capital stock of
which is owned by affiliates of Cantor;
WHEREAS, Cantor and/or its affiliates currently provide(s) certain
services, including office space, personnel and corporate services, such as cash
management, internal audit, facilities management, promotional sales and
marketing, legal, payroll, benefits administration and other administrative
services and insurance services, to various financial services and securities
firms in which Cantor has an ownership or management interest;
WHEREAS, Cantor is willing to provide or arrange for the provision of
similar services to eSpeed, all upon the terms and conditions set forth herein;
WHEREAS, in the absence of obtaining such services from Cantor, eSpeed
would require additional staff and would need to enhance its existing
administrative infrastructure sooner than desirable;
WHEREAS, eSpeed will conduct directly much of its own sales and
marketing functions and will provide certain sales and marketing services to
Cantor, upon the terms and conditions set forth herein; and
WHEREAS, each of the parties hereto acknowledges that greater
efficiencies and reduced costs are expected to be achieved from the economies of
scale associated with the provision of
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such services by Cantor to eSpeed and by eSpeed to Cantor in the manner provided
herein during the term hereof;
NOW, THEREFORE, in consideration of the premises contained herein, it
is agreed as follows (capitalized terms used and not defined herein have the
meanings ascribed thereto in the Assignment and Assumption Agreement (for the
transfer of certain assets in the United States of America), dated as of
______________, 1999):
1. Term. The term of this Agreement shall commence at the Closing and
shall remain in effect for a three-year period (the "Initial Term"). Thereafter,
this Agreement shall be renewed automatically for successive one-year terms (the
"Extended Term"), unless any party shall give written notice to the other
parties of its desire to terminate this Agreement at least six months before the
end of any such year ending during the Extended Term, in which event this
Agreement shall end on the last day of such year. This Agreement may be
terminated by a party as provided herein or, as provided in Section 14, with
respect to a particular service or group of services only, in which case it
shall remain in full force and effect with respect to the other services
described herein. Notwithstanding the foregoing, the term of this Agreement with
respect to any space made available to eSpeed by Cantor or CFI (as defined in
Annex B), as the case may be, pursuant to Annex A and Annex B hereto shall be
coterminous with the term of Cantor's lease with respect to such space,
including any extension thereof. The Initial Term and the Extended Term are
referred to herein as the "Term".
2. Insurance. During the Term hereof and upon the terms and conditions
set forth herein, Cantor agrees to obtain for eSpeed the following insurance (i)
in the United States of America (which insurance policy and amount provided
below may be a single policy and an amount for eSpeed and Cantor combined),
except as otherwise agreed by eSpeed and Cantor, and subject to Section 14
hereof, and (ii) or such insurance as is equivalent thereto in other
jurisdictions, and in such amounts as Cantor and eSpeed shall agree:
(a) Property and casualty insurance, including insurance
against all risks, except for standard policy exclusions, terms and
conditions, for all buildings, fixtures, boilers and other mechanical
systems, electronic data processing equipment and other equipment
located at any eSpeed facility in an amount not less than $40 million
or such greater amount as may be agreed from time to time;
(b) General liability insurance in an amount not less than $20
million;
(c) Officer and director liability insurance in an amount and
having the terms and conditions that are typical for a newly-public
company in eSpeed's industry;
(d) Business interruption insurance in the amount of $25
million;
(e) Fidelity bond, if necessary, of not less than $25 million;
and
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(f) Such other insurance as eSpeed and Cantor shall agree.
3. Services. During the Term hereof and upon the terms and conditions
set forth herein,
(a) Cantor agrees to provide or, at Cantor's discretion, to
arrange for third parties to provide, to eSpeed the following services:
(1) Administration and Benefits Services. Cantor
shall administer each of the benefits and
services referred to in Section 2 hereof and
this Section 3.
(2) Employee Benefits, Human Resources and
Payroll Services. Employees of eSpeed shall
be entitled to participate in all employee
benefit plans of Cantor to the extent
permitted under applicable law. Cantor shall
provide certain human resources services,
which shall include interviewing prospective
employees of eSpeed, maintaining employee
personnel records, administering and
disseminating information to employees of
eSpeed regarding fringe benefits, monitoring
EEOC and affirmative action compliance,
training employees, administering and
monitoring worker's compensation, monitoring
labor relations, analyzing unemployment
compensation costs and assisting in the
establishment of procedures for hiring,
promoting and terminating employees. In
addition, Cantor shall provide certain
payroll services, which shall include
preparation of payroll checks for eSpeed
employees and maintenance of employee
payroll records, and making provision for
the associated payroll for payments and
similar charges.
(3) Financial and Operations Services. Cantor
shall assist eSpeed executives in
establishing and maintaining bank accounts,
investing short-term funds, credit analysis,
obtaining lines of credit, purchasing
capital improvements (including supplies and
equipment), providing technical advice as
requested on commercial contracts and
client/business development. In addition,
Cantor shall assist eSpeed executives on all
matters relating to acquisitions and mergers
and other corporate expansion (including the
leasing, purchasing and selling of real
property and complementary businesses).
(4) Internal Auditing Services. Cantor shall
provide internal auditing of corporate
records and supply the relevant resulting
audit reports
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directly to eSpeed's Board of Directors and
external auditors as requested by eSpeed
from time to time.
(5) Legal Related Services. Cantor shall make
available its in-house counsel and staff to
provide legal advice and related services of
a type currently provided by such persons to
Cantor. Upon request, Cantor shall consult
with eSpeed management on the legal impact
of proposed transactions and on general
collection matters. Cantor shall also advise
and assist eSpeed with respect to compliance
with regulatory matters and intellectual
property matters. Cantor may, in its
discretion, engage outside counsel and any
other outside consultants to assist in the
provision of legal and related services to
eSpeed.
(6) Risk Management. Cantor shall assist eSpeed
executives in attempting to obtain insurance
programs and maintaining contacts and
relationships with insurance brokers and
insurance carriers, other than the insurance
specifically provided for in Section 2
hereof.
(7) Accounting Services. Cantor's accounting
department shall assist eSpeed's accounting
departments and provide such general and
specific accounting services, including
management accounting services, assistance
in the preparation of financial and
regulatory statements, filings, such as
Forms 10-K, 10-Q and 8-K, proxy statements
and annual reports to stockholders, as the
parties may, from time to time, agree.
(8) Tax Preparation. Cantor shall advise and
assist eSpeed in (i) preparing and filing
all tax returns for eSpeed, including
federal, state and local corporate income
taxes, state franchise taxes, local property
taxes, state and local withholding taxes,
value added tax quarterly returns and
unemployment compensation taxes, (ii)
preparing for discussions, meetings and
proceedings with tax authorities, and (iii)
planning with respect to tax liabilities.
(9) Space. Cantor shall make certain office
space available to eSpeed at the cost and
terms specified in Annex A and Annex B
hereto.
(10) Personnel. Cantor shall make available to
eSpeed the services of those individuals
identified by each of them and at each of
their reasonable request.
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(11) Communication Facilities. Cantor or Parent
shall provide access for the requesting
party to any communication facilities
(leased telephone lines or other data
transmission lines, or other property owned
or leased by Cantor or Parent, as the case
may be, for any similar purpose).
(12) Facilities Management. Cantor shall provide
facilities, management, maintenance and
support services.
(13) Promotional Sales and Marketing. Cantor
shall provide promotional sales and
marketing services to eSpeed.
(14) Miscellaneous. Cantor shall provide such
other miscellaneous services to eSpeed as
the parties may reasonably agree.
(b) eSpeed agrees to provide or, at eSpeed's discretion, to
arrange for third parties to provide, to Cantor the following services:
(1) Sales, Marketing and Public Relations.
eSpeed shall maintain its own sales,
marketing and public relations department
and shall provide such sales, marketing and
public relations services to Cantor as
Cantor may from time to time request.
(2) Miscellaneous. eSpeed shall provide such
other miscellaneous services to Cantor as
the parties may agree.
4. Authority. Notwithstanding anything to the contrary contained in
Section 3 hereof, the parties hereto acknowledge and agree that each party shall
provide the services set forth in Section 3 of this Agreement subject to the
ultimate authority of eSpeed to control its own business and affairs. Each party
acknowledges that the services provided hereunder by Cantor are intended to be
administrative, technical and ministerial and are not intended to set policy for
eSpeed.
5. Charges for Insurance. The insurance provided for in Section 2 shall
be invoiced to and paid by eSpeed as follows:
The premiums for each of the insurance policies described in Section 2
shall be allocated to eSpeed by Cantor and shall be determined by
multiplying Cantor's total actual insurance premiums for each such
coverage by a fraction, (i) in the case of general liability or
business interruption insurance, the numerator of which is the
aggregate consolidated net revenues (determined in accordance with
Generally Accepted Accounting Principles of the United States of
America) of eSpeed and the denominator of which is the aggregate
consolidated net revenues of Cantor plus any consolidated eSpeed
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net revenues not included in Cantor's consolidated net revenues,
excluding the revenues from any division or subsidiary which does not
benefit from or which is not covered by the insurance to which these
premiums relate, (ii) in the case of property and casualty insurance,
the numerator of which is the number of employees of eSpeed and the
denominator of which is the number of employees of eSpeed and Cantor's
affiliates, and (iii) in the case of all others as mutually agreed to
by eSpeed and Cantor.
6. Charges for Services. In consideration for providing the financial,
administrative, sales and marketing, and operational services provided for in
Section 3 hereof, each party shall pay to the other the actual costs of such
services, determined as follows:
Each party shall charge the other for such party's pro rata share of
the aggregate costs actually incurred, including any applicable taxes,
in connection with the provision of such services by the providing
party based upon an amount equal to the direct cost that the providing
party incurs in performing those services, plus a reasonable allocation
of other costs determined in a consistent and fair manner so as to
cover such providing party's appropriate costs or in such other manner
as the parties shall agree. Such charges shall be determined on a
monthly basis and shall be payable in accordance with Section 13
hereof. It is the intent of the parties hereto that each party shall
reimburse the other for the costs and expenses (including overhead
costs) reasonably incurred by the providing party in furnishing the
aforesaid services to the requesting party. Each party may request and
receive a review of the amount of such charges incurred for services
performed for it by the providing party by giving such party written
notice of its desire for such review.
7. Other Benefits and Services. From time to time, Cantor and eSpeed
may agree to assist each other in the purchase of other benefits or services or
in the purchase by eSpeed from or through Cantor of other benefits or services.
In such event, the parties shall agree upon a mutually satisfactory basis of
allocation of costs.
8. Exculpation and Indemnity; Other Interests.
(a) Cantor (including its partners, officers, directors and
employees) shall not be liable to eSpeed or the stockholders of eSpeed
for any acts or omissions taken or not taken in good faith on behalf of
eSpeed and in a manner reasonably believed by Cantor to be within the
scope of the authority granted to it by this Agreement and in the best
interests of eSpeed, except for acts or omissions constituting fraud or
willful misconduct in the performance of Cantor's duties under this
Agreement. Notwithstanding the foregoing, Cantor shall be liable to
eSpeed for any losses incurred by eSpeed in connection with the
provision of Cantor's services hereunder to the extent Cantor is
entitled to be reimbursed by an unaffiliated third party for any such
liability. eSpeed shall indemnify, defend and hold harmless Cantor (and
its partners, officers, directors and employees) from and against any
and all claims or liabilities of any nature whatsoever (including
consequential damages and reasonable attorney's fees) arising out of or
in
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connection with any claim against Cantor under or otherwise in respect
of this Agreement, except where attributable to the fraud or willful
misconduct of Cantor.
(b) eSpeed (including its officers, directors and employees)
shall not be liable to Cantor or the partners of Cantor for any acts or
omissions taken or not taken in good faith on behalf of Cantor and in a
manner reasonably believed by eSpeed to be within the scope of the
authority granted to it by this Agreement and in the best interests of
Cantor, except for acts or omissions constituting fraud or willful
misconduct in the performance of eSpeed's duties under this Agreement.
Notwithstanding the foregoing, eSpeed shall be liable to Cantor for any
losses incurred by Cantor in connection with the provision of eSpeed's
services hereunder to the extent eSpeed is entitled to be reimbursed by
an unaffiliated third party for any such liability. Cantor shall
indemnify, defend and hold harmless eSpeed (and its stockholders,
officers, directors and employees) from and against any and all claims
or liabilities of any nature whatsoever (including consequential
damages and reasonable attorney's fees) arising out of or in connection
with any claim against eSpeed under or otherwise in respect of this
Agreement, except where attributable to the fraud or willful misconduct
of eSpeed.
(c) Nothing in this agreement shall prevent Cantor and its
affiliates from engaging in or possessing an interest in other business
ventures of any nature or description, independently or with others,
whether currently existing or hereafter created, and none of eSpeed or
any of their respective stockholders shall have any rights in or to
such independent ventures or to the income or profits derived
therefrom.
9. Relationship of the Parties. The relationship of Cantor and eSpeed,
eSpeed Securities, eSpeed GS, eSpeed Markets and eSpeed International shall be
that of contracting parties, and no partnership, joint venture or other
arrangement shall be deemed to be created hereby. Except as expressly provided
herein, none of Cantor, eSpeed, eSpeed Securities, eSpeed GS, eSpeed Markets or
eSpeed International shall have any claim against the others or right of
contribution with respect to any uninsured loss incurred by any of them nor
shall any of them have a claim or right against the others with respect to any
loss that is deemed to be included within the deductible, retention or
self-insured portion of any insured risk.
10. Audit. Either party may request a review, by those certified public
accountants who examine Cantor's or eSpeed's books and records, of the other
party's cost allocation to the requesting party to determine whether such
allocation is proper under the procedures set forth herein. Such a review is to
be conducted at the requesting party's expense.
11. Documentation. Each party's charges to the other for all services
and benefits hereunder shall be substantiated by appropriate schedules, invoices
or other documentation.
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12. Actual Cost. Any charges to the recipient for services or benefits
provided by Cantor or eSpeed, as the case may be, or by third parties pursuant
to Section 2 or 3 hereof shall be based upon rates not intended to provide a
profit to Cantor or eSpeed.
13. Invoicing and Billing. Each party shall invoice the other for
charges for services provided pursuant hereto on a monthly basis as incurred,
such invoices to be delivered to the other within 15 days after the end of each
calendar month. Such invoices may include third party charges incurred in
providing services pursuant to Section 2 or 3 hereof or, at the invoicing
party's option, services provided by one or more third parties may be invoiced
directly to the recipient of those services. Each party shall pay to the other
the aggregate charge for services provided under this Agreement in arrears
within 30 days after the end of each calendar month. Amounts due by one party to
another under this Agreement shall be netted against amounts due by the second
party to the first under this or any other agreement.
14. Services by Third Parties. Except with respect to space made
available to eSpeed pursuant to Annex A and Annex B, eSpeed (and Cantor, with
respect to sales, marketing and public relations services) may, without cause,
procure any of the services or benefits specified in Section 2 and/or Section 3
hereof from a third party or may provide such services or benefits for itself.
Cantor (or eSpeed) shall discontinue providing such services or benefits upon
written notice by the discontinuing party, delivered at least three months
before the requested termination date.
15. Excused Performance. Cantor (and eSpeed, with respect to sales and
marketing services) does not warrant that any of the services or benefits herein
agreed to be provided shall be free of interruption caused by Acts of God,
strikes, lockouts, accidents, inability to obtain third-party cooperation or
other causes beyond Cantor's (or eSpeed's) control. No such interruption of
services or benefits shall be deemed to constitute a breach of any kind
whatsoever.
16. Post-Termination of Payments. Notwithstanding any provision herein
to the contrary, all payment obligations hereof shall survive the happening of
any event causing termination of this Agreement until all amounts due hereunder
have been paid.
17. Miscellaneous.
(a) This Agreement and all the covenants herein contained
shall be binding upon the parties hereto, their respective heirs,
successors, legal representatives and assigns. No party shall have the
right to assign all or any portion of its obligations or interests in
this Agreement or any monies which may be due pursuant hereto without
the prior written consent of the other parties.
(b) The rule known as the eiusdem generis rule shall not apply
and accordingly:
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(1) general words introduced by the words and
phrases such as "include", "including",
"other" and "in particular" shall not be
given a restrictive meaning or limit the
generality of any preceding words or be
construed as being limited to the same class
as the preceding words where a wider
construction is possible; and
(2) general words shall not be given a
restrictive meaning by reason of the fact
that such words are followed by particular
examples intended to be embraced by the
general words, and references to writing
includes any method of reproducing words in
a legible and non-transitory form.
(c) No waiver by any party hereto of any of its rights under
this Agreement shall be effective unless in writing and signed by an
officer of the party waiving such right. No waiver of any breach of
this Agreement shall constitute a waiver of any subsequent breach,
whether or not of the same nature. This Agreement may not be modified
or amended except (i) by a writing signed by officers of each of the
parties hereto and (ii) such modification or amendment is approved by a
majority of the outside directors of the Board of Directors of eSpeed.
For purposes of this Agreement, an outside director shall mean a
director who is not an employee, partner or affiliate (other than
solely by reason of being a director of eSpeed) of eSpeed, Cantor or
any of their respective affiliates.
(d) This Agreement constitutes the entire Agreement of the
parties with respect to the services and benefits described herein, and
cancels and supersedes any and all prior written or oral contracts or
negotiations between the parties with respect to the subject matter
hereof.
(e) This Agreement shall be strictly construed as independent
from any other agreement or relationship between the parties.
(f) This Agreement is made pursuant to and shall be governed
and construed in accordance with the laws of the State of New York,
without regard to the principles of conflict of laws thereof.
(g) The descriptive headings of the several sections hereof
are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
(h) Any notice, request or other communication required or
permitted in this Agreement shall be in writing and shall be
sufficiently given if personally delivered or if sent by registered or
certified mail, postage prepaid, addressed as follows:
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(i) If to Cantor:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(ii) If to eSpeed:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(iii) If to eSpeed Securities:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(iv) If to eSpeed GS:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(v) If to eSpeed Markets:
Xxx Xxxxx Xxxxx Xxxxxx, 000xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(v) If to eSpeed Securities International:
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx XX0X 0XX
Attention: Managing Director
Facsimile: (000) 00-000-000-0000
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The address of any party hereto may be changed on notice to
the other parties hereto duly served in accordance with the foregoing
provisions.
(h) The parties of this Agreement understand and agree that
any or all of the obligations of Cantor set forth herein may be
performed by Cantor or any of its subsidiaries, other than eSpeed or
any of eSpeed's subsidiaries. In addition, Cantor may cause any or all
of the benefits due to Cantor to be received by any of its
subsidiaries, other than eSpeed or any of eSpeed's subsidiaries.
(i) Any subsidiary of eSpeed may become a party to this
Agreement by signing a counterpart of this Agreement and agreeing to be
bound by all of the terms and conditions of this Agreement as of the
date of its signature of such counterpart.
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the parties hereto have executed or caused this
Administrative Services Agreement to be executed in their respective names by
their respective officers thereunto duly authorized, as of the date first
written above.
CANTOR XXXXXXXXXX, X.X.
By: CF Group Management, Inc.
Its General Partner
By:
---------------------------
Name:
Title:
eSPEED, INC.
By:
---------------------------
Name:
Title:
eSPEED SECURITIES, INC.
By:
---------------------------
Name:
Title:
eSPEED GOVERNMENT SECURITIES, INC.
By:
---------------------------
Name:
Title:
eSPEED MARKETS, INC.
By:
---------------------------
Name:
Title:
Signed by, for and on behalf of
eSPEED SECURITIES
INTERNATIONAL LIMITED
By:
---------------------------
Name:
Title:
ANNEX A
Space Sharing
(a) License to Use Space. During the term of this Agreement, Cantor
shall permit eSpeed to use a portion of Cantor's (or any of its subsidiaries' or
affiliates') offices ("Cantor's Offices") for the purposes permitted under the
lease agreements pursuant to which either Cantor or such subsidiary or affiliate
leases such offices (to the extent such offices are leased), subject to the
terms and conditions set forth in this Agreement for a term coterminous with
respect to any respective lease. The space to be used by eSpeed shall be
initially as shown below, but may be expanded or contracted if and as mutually
agreed by the parties from time to time.
(b) Consideration. So long as eSpeed uses any portion of Cantor's
Offices, eSpeed shall pay to Cantor on the first day of each calendar month with
respect to each such Cantor's office an amount equal to the product of (X) the
average rate per square foot then being paid by Cantor (or any of its
affiliates) for the specific Cantor's Office, and (Y) the number of square feet
agreed to pursuant to paragraph (a) above, in each case determined in the same
manner as rent is computed under the relevant lease, or if the office(s) are
owned by Cantor, in an amount and in the same manner as the parties agree is
customary for commercial leases of similar offices. Payments for any partial
calendar month shall be prorated on a per diem basis.
(c) Compliance with Leases. eSpeed hereby agrees not to take any action
or fail to take any action in connection with its use of a portion of Cantor`s
Offices a result of which would be Cantor's violation of any of the terms and
conditions of any lease or other restriction on Cantor's use of such offices.
eSpeed agrees to comply with the terms and provisions of any such leases for
Cantor's Offices in which it or they use space.
Initial Square Footage to be used by eSpeed
-------------------------------------------
1. Toronto 320
2. Montreal 8
3. Milan 600
4. Xxxxxxxxx 000
0. Xxxxx 000
0. Xxxx Xxxx 225
7. Singapore 8
ANNEX B (London)
Space Sharing for One America Square, London
(a) License to share space. During the term of this Agreement, and for
so long only as eSpeed remains a company which is within the same group as
Cantor Xxxxxxxxxx International ("CFI"), eSpeed may share with CFI the
occupation of the whole or any part of CFI's premises at One America Square
("CFI's Offices") for the purposes permitted under the tenancies pursuant to
which CFI leases the CFI Offices, subject to the terms set out in this Annex B.
The space to be shared by eSpeed and CFI shall be initially as shown below, but
may be expanded or contracted if and as mutually agreed by the parties from time
to time. At the request of CFI, eSpeed shall vacate the CFI Offices immediately
upon ceasing to belong to the same group as CFI. In this Annex B, a company is
any body corporate and two companies are within the same group as one another if
one company is the holding company of another or if both are subsidiaries of the
same holding company ("holding company" and "subsidiary" having the meanings
given to them by Section 736 UK Companies Act 1985).
(b) Consideration. So long as eSpeed shares any part of the CFI
Offices, eSpeed shall pay to Cantor, on behalf of CFI, on the first day of each
calendar month with respect to each such CFI Office an amount equal to the
product of (X) the average rate per square foot then being paid by CFI for the
specific CFI Office (such amount to include rent and any service charge,
insurance charge, rates and other outgoings of CFI) and (Y) the number of square
feet agreed pursuant to paragraph (a) above. Payments for any partial calendar
month shall be prorated on a daily basis.
(c) Compliance with leases. eSpeed hereby agrees not to take any action
or fail to take any action in connection with its sharing of any part of the CFI
Offices as a result of which would be CFI's breach of any of the terms and
conditions of any lease or other restriction or obligation affecting CFI's use
of such offices. eSpeed agrees to comply with the terms and provisions of any
such leases of the CFI Offices in which it shares space. There is no intention
to create between eSpeed, Cantor and/or CFI the relationship of lessor and
lessee in relation to the CFI Offices.
Initial Square Footage to be used by eSpeed
-------------------------------------------
TOTAL 18,550
======
